SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 16, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): December 16, 2022
Perpetua Resources Corp.
(Exact name of registrant as specified in its charter)
British Columbia 001-39918 98-1040943
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)
405 S. 8th Street, Ste. 201
Boise, Idaho 83702
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (208) 901-3060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)
Name of each exchange on which
registered
Common Shares, without par value PPTA Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Effective December 16, 2022, Perpetua Resources Idaho, Inc. (“Perpetua”), a wholly owned subsidiary of Perpetua Resources Corp. (the “Company”),
entered into an undefinitized Technology Investment Agreement (“TIA”) with the United States Department of Defense, Air Force Research Laboratory
(“DOD”) for an award of up to $24,800,000 under Title III of the Defense Production Act (“DPA”). The funding objective of the TIA is to complete
environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Decision, and other ancillary permits
to sustain the domestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project. The DOD award is an
expenditure-based TIA whereby Perpetua may request reimbursement for certain costs incurred over the next 24 months related to environmental baseline
data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and the permitting process
for the Stibnite Gold Project.
The TIA is subject to negotiation of a definitized agreement with the DOD. Until the agreement is definitized, the maximum funding available under the
TIA is capped at $18,600,000, 75% of the not-to-exceed amount. Perpetua expects to enter into a definitized agreement in the first half of 2023. However,
there is no assurance that Perpetua will be able to finalize the definitized agreement on the expected timeline or at all. The TIA contains customary terms and
conditions for technology investment agreements, including ongoing reporting obligations.
Item 7.01 Regulation FD Disclosure.
On December 19, 2022, the Company issued a press release announcing the TIA. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report and incorporated herein by reference. Perpetua has applied for additional awards from the DOD under Title III of the DPA based on satisfaction of
certain milestones related to the Stibnite Gold Project. Perpetua has not received a decision with respect to the supplemental funding. There can be no
assurance that any additional funding will be provided or, if provided, the amount, timing and conditions of any such awards.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated December 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERPETUA RESOURCES CORP.
Dated: December 19, 2022 By: /s/ Jessica Largent
Jessica Largent
Chief Financial Officer
Exhibit 99.1
405 S 8th Street #201, Boise, ID 83702
NEWS RELEASE
December 19, 2022
Perpetua Resources Receives Critical Minerals Award of up to $24.8 million under the Defense Production Act
Perpetua receives Defense Production Act Title III funding to advance construction readiness, environmental baseline monitoring and environmental studies
as the Stibnite Gold Project continues through the permitting process
Stibnite Gold Project is poised to be the only domestically mined source of the critical mineral antimony, which is essential for national defense
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) announced today that its wholly owned subsidiary, Perpetua Resources Idaho, Inc.
(collectively, “Perpetua Resources” or “Perpetua” or the “Company”), was awarded a Technology Investment Agreement of up to $24.8 million under Title
III of the Defense Production Act (“DPA”). The funding objective of the Technology Investment Agreement, issued by the Air Force Research Laboratory, is
to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Decision, and other
ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials.
Antimony trisulfide is essential to national defense as a key component for munitions yet there is no U.S. mined supply. Perpetua plans to re-establish a
domestic supply of the critical mineral antimony as a by-product of one of the highest-grade open pit gold resources in the United States. The DPA funding
allows the Company to advance the construction readiness of the Stibnite Gold Project while the Company continues through the ongoing permitting
process, led by the United States Forest Service (“USFS”).
Under the funding agreement, Perpetua may request reimbursement for certain costs incurred over 24 months related to environmental baseline data
monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the
Stibnite Gold Project. The DPA funding does not interrupt the ongoing National Environmental Policy Act (“NEPA”) review process. The DPA award is
separate from the previously announced Small Business Innovation Research Phase 1 funding awarded to Perpetua by the Defense Logistics Agency in
September 2022.
“As Perpetua continues advancing our project through the permitting process, we are honored to enter this agreement to help advance our construction
readiness for future development,” said Laurel Sayer, President and CEO of Perpetua Resources. “Our vision remains unchanged, which is to redevelop a
world class gold deposit, provide the country with a critical mineral, and restore an abandoned brownfield site. Today, we continue to build momentum
towards turning our vision into a reality.”
Perpetua’s proposed Stibnite Gold Project, located in central Idaho, is in the sixth year of review under NEPA. The project is designed to restore
environmental conditions in the historic Stibnite mining district while responsibly redeveloping one of the highest-grade open pit gold resources in the U.S.
and becoming the only domestically mined source of the critical mineral antimony.
Perpetua expects that current cash resources, combined with the full DPA agreement, would provide the Company with sufficient liquidity to complete
permitting and early restoration activities on the current timeline as well as additional liquidity to begin advancing construction readiness.
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“The Department’s DPA Investments Program is delivering on its core mission to restore domestic industrial capabilities essential to the national defense by
enabling the warfighter,” said Halimah Najieb-Locke, Deputy Assistant Secretary of Defense for Industrial Base Resilience. “This action reinforces the
Administration’s goals to increase the resilience of our critical mineral supply chains while deterring adversarial aggression.”
About the Department of Defense’s Defense Production Act Title III Program:
The Defense Production Act (the “DPA”) is intended to ensure that America has the resources, materials and technologies needed for national security. The
DPA Title III program is dedicated to ensuring the timely availability of essential domestic industrial resources to support national defense and homeland
security requirements now and in the future.
In order to qualify for funding opportunities under the DPA Title III, proposed projects must meet the following criteria:
· The industrial resource, material, or critical technology item is essential to the national defense
· Without Presidential action, United States industry cannot reasonably be expected to provide the capability for the needed industrial resource,
material, or critical technology item in a timely manner
· Purchases, purchase commitments, or other action pursuant to the DPA are the most cost effective, expedient, and practical alternative method for
meeting the need
For further information about Perpetua Resources Corp., please contact:
Chris Fogg
Investor Relations Manager
Mckinsey Lyon
Vice President External Affairs
Website: www.perpetuaresources.com
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, site restoration and redevelopment of gold-antimony-silver
deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by the Stibnite Gold Project. The Project is one of the highest-grade, open
pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both
gold and the only mined source of antimony in the United States. Further advancing Perpetua Resources’ ESG and sustainable mining goals, the Project will
be powered by the lowest carbon emissions grid in the nation and a portion of the antimony produced from the Project will be supplied to Ambri, a US-based
company commercializing a low-cost liquid metal battery essential for the low-carbon energy transition. In addition to the company’s commitments to
transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which
can be found here.
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Forward-Looking Information and Cautionary Note
Investors should be aware that full funding under the DPA Technology Investment Agreement is subject to negotiation of a definitized agreement with the
Department of Defense. Until the agreement is definitized, the maximum funding available is capped at 75% of the not to exceed agreement of $24.8 million.
While Perpetua expects to enter into a definitized agreement in the first half of 2023, there is no assurance that we will be able to finalize the definitized
agreement on the expected timeline or at all. Statements contained in this news release that are not historical facts are "forward-looking information" or
"forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the
United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding ongoing
funding and anticipated liquidity; our ability to comply with and obtain permits related to the Stibnite Gold Project (“Project”); actions to be taken by the
Department of Defense, USFS, the State of Idaho and other government agencies and regulatory bodies; negotiation of the definitized agreement and
anticipated approval of reimbursement requests; our ability to successfully implement and fund the Project and the occurrence of the expected benefits from
the Project; our and Ambri Inc.'s ability to perform under the supply agreement, which agreement is subject to certain conditions, including identification of
one or more refiners to transform our antimony concentrate into antimony metal, and mutual agreement on certain material terms, including volume and
pricing. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or
statements such as "anticipate", "expect" "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could", "may", "will", "would"
or "should". In preparing the Forward-Looking Information in this news release, Perpetua Resources has applied several material assumptions, including,
but not limited to, assumptions that we will successfully negotiate a definitized agreement and that the full amount of the DPA award will be funded on the
expected timeline; that the current exploration, development, environmental and other objectives concerning the Stibnite Gold Project can be achieved and
that its other corporate activities will proceed as expected; that the review process under the NEPA (including any joint review process involving the USFS,
the State of Idaho and other agencies and regulatory bodies) as well as the public review process and SDEIS will proceed in a timely manner and as
expected; that we will be able to obtain sufficient funding to finance permitting, pre-construction and construction of the Project and that all requisite
information will be available in a timely manner. Forward-Looking Information are based on certain material assumptions and involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of Perpetua Resources to be materially different from
any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include changes in
laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the
permitting process; uncertainty surrounding input to be received from regulators and community stakeholders; risks related to dependence on key personnel;
risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other stated, federal and local
agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project; risks related to
increased or unexpected costs in operations or the permitting process; risks that necessary financing will be unavailable when needed on acceptable terms,
or at all; risks related to the outcome of litigation and potential for delay of the Project, as well as those factors discussed in Perpetua Resources' public
filings with the U.S. Securities and Exchange Commission (the "SEC") and its Canadian disclosure record. Although Perpetua Resources has attempted to
identify important factors that could affect Perpetua Resources and may cause actual actions, events or results to differ materially from those described in
Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be
no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For further information on these and other risks
and uncertainties that may affect the Company's business, see the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of the Company's filings with the SEC, which are available at www.sec.gov and with the Canadian securities regulators,
which are available at www.sedar.com. Except as required by law, Perpetua Resources does not assume any obligation to release publicly any revisions to
Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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